UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report: December 16,
2008
ICO
GLOBAL COMMUNICATIONS (HOLDINGS)
LIMITED
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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001-33008
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98-0221142
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS Employer
Identification #)
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Plaza
America Tower I
11700
Plaza America Drive, Suite 1010
Reston,
Virginia
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20190
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(703)
964-1400
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre
commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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Effective
December 16, 2008, Nicolas Kauser has been elected to the Board of Directors
(“Board”) of ICO Global Communications (Holdings) Limited
(“Company”). Mr. Kauser has been a principal of Eagle River
Holdings, LLC since 2003, and he currently serves on the boards of RadioFrame
Networks and Triquint Semiconductor (Nasdaq: TQNT). From 1990 through
1998, Mr. Kauser held the position of chief technology officer at AT&T
Wireless Services and was also the chief technology officer of Clearwire
Corporation from January 2005 until August 2007. Mr. Kauser also
served as president of Clearwire International.
In
connection with his appointment to the Board, Mr. Kauser was granted an option
to purchase 100,000 shares of the Company’s Class A common stock pursuant to the
Company’s Board Compensation Policy. The grant was effective December
16, 2008, with an exercise price equal to the closing price of the
Company’s Class A common stock on the Nasdaq Global Market on that
date. This option will vest and become exercisable in four, equal
annual installments beginning with the date the option was granted, with the
result that the option becomes fully vested following four years of service on
the Board.
Additionally,
on December 16, 2008, Donna Alderman, R. Gerard Salemme and Benjamin Wolff
resigned from the Company’s Board. The resignations are not as a
result of any disagreement with management regarding the Company’s operations,
policies, practices or otherwise.
A copy of
the Company’s press release, dated December 19, 2008, announcing the
election of Mr. Kauser and the resignations of Messrs. Salemme and Wolf and Ms.
Alderman is attached hereto as Exhibit 99.1.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
No.
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Description
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99.1
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Press
release dated December 19, 2008.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ICO
GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED
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(Registrant)
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By:
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/s/
John L. Flynn
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December
19, 2008
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John
L. Flynn
Executive
Vice President, General Counsel
and
Corporate Secretary
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